THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA TELEVISION, INC. SHALL HAVE
RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MEDICAL MEDIA
TELEVISION, INC. THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT
AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

                               WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                         MEDICAL MEDIA TELEVISION, INC.


                            Expires February 14, 2011

                                                       Number of Shares: 625,000
Date of Issuance: February 15, 2006                    Warrant No.:      W-C0215


         FOR VALUE RECEIVED, subject to the provisions hereinafter set forth,
the undersigned, Medical Media Television, Inc., a Florida corporation (together
with its successors and assigns, the "Issuer"), hereby certifies that
CapitalSmart, LLC, a California limited liability company (or its registered
assigns) is entitled to subscribe for and purchase, during the Term (as
hereinafter defined), Six hundred twenty-five thousand (625,000) shares (subject
to adjustment as hereinafter provided) of the duly authorized, validly issued,
fully paid and non-assessable Common Stock of the Issuer, at an exercise price
per share of $.75 subject, however, to the provisions and upon the terms and
conditions hereinafter set forth. Capitalized terms used in this Warrant and not
otherwise defined herein shall have the respective meanings specified in Section
9 hereof.

         1. Term. The term of this Warrant shall commence on February 15, 2006
and shall expire at 5:00 p.m., Eastern Time, on February 14, 2011 (such period
being the "Term").

         2. Method of Exercise Payment; Issuance of New Warrant; Transfer and
Exchange.

         (a) Time of Exercise. The purchase rights represented by this Warrant
may be exercised in whole or in part during the Term commencing on February 15,
2006 and expiring on February 14, 2011.


<PAGE>

         (b) Method of Exercise. The Holder hereof may exercise this Warrant, in
whole or in part, by the surrender of this Warrant (with the exercise form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment to the Issuer of an amount of consideration therefor equal to the
Warrant Price, payable at such Holder's election by certified or official bank
check or by wire transfer to an account designated by the Issuer.

         (c) Issuance of Stock Certificates. In the event of any exercise of the
rights represented by this Warrant in accordance with and subject to the terms
and conditions hereof, (i) certificates for the shares of Warrant Stock so
purchased shall be dated the date of such exercise and delivered to the Holder
hereof within a reasonable time, not exceeding three (3) Trading Days after such
exercise and the Holder hereof shall be deemed for all purposes to be the holder
of the shares of Warrant Stock so purchased as of the date of such exercise and,
unless this Warrant has expired, a new Warrant representing the number of shares
of Warrant Stock, if any, with respect to which this Warrant shall not then have
been exercised shall also be issued to the Holder hereof at the Issuer's expense
within such time.

         (d) Transferability of Warrant. Subject to provisions herein, this
Warrant may be transferred by a Holder without the consent of the Issuer. If
transferred pursuant to this paragraph and subject to the provisions of
subsection (f) of this Section 2, this Warrant may be transferred on the books
of the Issuer by the Holder hereof in person or by duly authorized attorney,
upon surrender of this Warrant at the principal office of the Issuer, properly
endorsed (by the Holder executing an assignment in the form attached hereto) and
upon payment of any necessary transfer tax or other governmental charge imposed
upon such transfer. This Warrant is exchangeable at the principal office of the
Issuer for Warrants for the purchase of the same aggregate number of shares of
Warrant Stock, each new Warrant to represent the right to purchase such number
of shares of Warrant Stock as the Holder hereof shall designate at the time of
such exchange. All Warrants issued on transfers or exchanges shall be dated as
of the Original Issue Date and shall be identical with this Warrant except as to
the name of the Holder or the number of shares of Warrant Stock, as applicable.

         (e) Continuing Rights of Holder. The Issuer will, at the time of or at
any time after each exercise of this Warrant, upon the request of the Holder
hereof, acknowledge in writing the extent, if any, of its continuing obligation
to afford to such Holder all rights to which such Holder shall continue to be
entitled after such exercise in accordance with the terms of this Warrant,
provided that if any such Holder shall fail to make any such request, the
failure shall not affect the continuing obligation of the Issuer to afford such
rights to such Holder.

         (f) Compliance with Securities Laws.

                  (i) The Holder of this Warrant, by acceptance hereof,
         acknowledges that this Warrant or the shares of Warrant Stock to be
         issued upon exercise hereof are being acquired solely for the Holder's
         own account and not as a nominee for any other party, and for
         investment, and that the Holder will not offer, sell or otherwise
         dispose of this Warrant or any shares of Warrant Stock to be issued
         upon exercise hereof except pursuant to an effective registration
         statement, or an exemption from registration, under the Securities Act
         and any applicable state securities laws.

                                       2
<PAGE>

                  (ii) Except as provided in paragraph (iii) below, this Warrant
         and all certificates representing shares of Warrant Stock issued upon
         exercise hereof shall be stamped or imprinted with a legend in
         substantially the following form:

                  THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
                  EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE
                  SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
                  DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND
                  UNDER APPLICABLE STATE SECURITIES LAWS OR MEDICAL MEDIA
                  TELEVISION, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL
                  REASONABLY SATISFACTORY TO MEDICAL MEDIA TELEVISION, INC. THAT
                  REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND
                  UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS
                  NOT REQUIRED.

                  (iii) The Issuer agrees to reissue this Warrant or
         certificates representing any of the Warrant Stock, without the legend
         set forth above if at such time, prior to making any transfer of any
         such securities, the Holder shall give written notice to the Issuer
         describing the manner and terms of such transfer and removal as the
         Issuer may reasonably request. Such proposed transfer and removal will
         not be effected until: (a) either (i) the Issuer has received an
         opinion of counsel reasonably satisfactory to the Issuer, to the effect
         that the registration of such securities under the Securities Act is
         not required in connection with such proposed transfer, (ii) a
         registration statement under the Securities Act covering such proposed
         disposition has been filed by the Issuer with the Securities and
         Exchange Commission and has become effective under the Securities Act,
         (iii) the Issuer has received other evidence reasonably satisfactory to
         the Issuer that such registration and qualification under the
         Securities Act and state securities laws are not required, or (iv) the
         Holder provides the Issuer with reasonable assurances that such
         security can be sold pursuant to Rule 144 under the Securities Act; and
         (b) either (i) the Issuer has received an opinion of counsel reasonably
         satisfactory to the Issuer, to the effect that registration or
         qualification under the securities or "blue sky" laws of any state is
         not required in connection with such proposed disposition, or (ii)
         compliance with applicable state securities or "blue sky" laws has been
         effected or a valid exemption exists with respect thereto. The Issuer
         will respond to any such notice from a holder within five (5) business
         days. In the case of any proposed transfer under this Section, the
         Issuer will use reasonable efforts to comply with any such applicable
         state securities or "blue sky" laws, but shall in no event be required,
         (x) to qualify to do business in any state where it is not then
         qualified, (y) to take any action that would subject it to tax or to
         the general service of process in any state where it is not then
         subject, or (z) to comply with state securities or "blue sky" laws of
         any state for which registration by coordination is unavailable to the
         Issuer. The restrictions on transfer contained in this Section shall be
         in addition to, and not by way of limitation of, any other restrictions
         on transfer contained in any other section of this Warrant.

                                       3
<PAGE>

         (g) In no event may the Holder exercise this Warrant in whole or in
part unless the Holder is an "accredited investor" as defined in Regulation D
under the Securities Act.

         3. Stock Fully Paid; Reservation and Listing of Shares; Covenants.

         (a) Stock Fully Paid. The Issuer represents, warrants, covenants and
agrees that all shares of Warrant Stock which may be issued upon the exercise of
this Warrant or otherwise hereunder will, when issued in accordance with the
terms of this Warrant, be duly authorized, validly issued, fully paid and
non-assessable and free from all taxes, liens and charges created by or through
Issuer. The Issuer further covenants and agrees that during the period within
which this Warrant may be exercised, the Issuer will at all times have
authorized and reserved for the purpose of the issue upon exercise of this
Warrant a sufficient number of shares of Common Stock to provide for the
exercise of this Warrant.

         (b) Reservation. If any shares of Common Stock required to be reserved
for issuance upon exercise of this Warrant or as otherwise provided hereunder
require registration or qualification with any governmental authority under any
federal or state law before such shares may be so issued, the Issuer will in
good faith use its reasonable best efforts as expeditiously as possible at its
expense to cause such shares to be duly registered or qualified. If the Issuer
shall list any shares of Common Stock on any securities exchange or market it
will, at its expense, list thereon, maintain and increase when necessary such
listing, of all shares of Warrant Stock from time to time issued upon exercise
of this Warrant or as otherwise provided hereunder (provided that such Warrant
Stock has been registered pursuant to a registration statement under the
Securities Act then in effect), and, to the extent permissible under the
applicable securities exchange rules, all unissued shares of Warrant Stock which
are at any time issuable hereunder, so long as any shares of Common Stock shall
be so listed. The Issuer will also so list on each securities exchange or
market, and will maintain such listing of, any other securities which the Holder
of this Warrant shall be entitled to receive upon the exercise of this Warrant
if at the time any securities of the same class shall be listed on such
securities exchange or market by the Issuer.

         (c) Covenants. The Issuer shall not by any action including, without
limitation, amending the Articles of Incorporation or the by-laws of the Issuer,
or through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other action, avoid or seek to
avoid the observance or performance of any of the terms of this Warrant, but
will at all times in good faith assist in the carrying out of all such terms and
in the taking of all such actions as may be necessary or appropriate to protect
the rights of the Holder hereof against dilution (to the extent specifically
provided herein) or impairment. Without limiting the generality of the
foregoing, the Issuer will (i) not permit the par value, if any, of its Common
Stock to exceed the then effective Warrant Price, (ii) not amend or modify any
provision of the Articles of Incorporation or by-laws of the Issuer in any
manner that would adversely affect the rights of the Holders of the Warrants in
their capacity as Holders of the Warrants, (iii) take all such action as may be
reasonably necessary in order that the Issuer may validly and legally issue
fully paid and nonassessable shares of Common Stock, free and clear of any
liens, claims, encumbrances and restrictions (other than as provided herein)
upon the exercise of this Warrant, and (iv) use its reasonable best efforts to
obtain all such authorizations, exemptions or consents from any public
regulatory body having jurisdiction thereof as may be reasonably necessary to
enable the Issuer to perform its obligations under this Warrant.

                                       4
<PAGE>

         (d) Loss, Theft, Destruction of Warrants. Upon receipt of evidence
satisfactory to the Issuer of the ownership of and the loss, theft, destruction
or mutilation of any Warrant and, in the case of any such loss, theft or
destruction, upon receipt of indemnity or security satisfactory to the Issuer
or, in the case of any such mutilation, upon surrender and cancellation of such
Warrant, the Issuer will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

         4. Adjustment of Warrant Price and Warrant Share Number. The number of
shares of Common Stock for which this Warrant is exercisable, and the price at
which such shares may be purchased upon exercise of this Warrant, shall be
subject to adjustment from time to time as set forth in this Section 4. The
Issuer shall give the Holder notice of any event described below which requires
an adjustment pursuant to this Section 4 in accordance with Section 5.

         (a) Recapitalization, Reorganization, Reclassification, Consolidation,
Merger or Sale.

                  (i) In case the Issuer after the Original Issue Date shall do
         any of the following (each, a "Triggering Event"): (a) consolidate or
         merge with or into another corporation where the holders of outstanding
         Voting Stock prior to such merger or consolidation do not own over 50%
         of the outstanding Voting Stock of the merged or consolidated entity
         immediately after such merger or consolidation, or (b) sell all or
         substantially all of its properties or assets to any other Person, or
         (c) change the Common Stock to the same or different number of shares
         of any class or classes of stock, whether by reclassification,
         exchange, substitution or otherwise (other than by way of a stock split
         or combination of shares or stock dividends or distributions provided
         for in Section 4(b) or Section 4(c)), or (d) effect a capital
         reorganization (other than by way of a stock split or combination of
         shares or stock dividends or distributions provided for in Section 4(b)
         or Section 4(c)), then, and in the case of each such Triggering Event,
         proper provision shall be made so that, upon the basis and the terms
         and in the manner provided in this Warrant, the Holder of this Warrant
         shall be entitled upon the exercise hereof at any time after the
         consummation of such Triggering Event, to the extent this Warrant is
         not exercised prior to such Triggering Event, to receive at the Warrant
         Price in effect at the time immediately prior to the consummation of
         such Triggering Event in lieu of the Common Stock issuable upon such
         exercise of this Warrant prior to such Triggering Event, the
         securities, cash and property to which such Holder would have been
         entitled upon the consummation of such Triggering Event if such Holder
         had exercised the rights represented by this Warrant immediately prior
         thereto, subject to adjustments (subsequent to such corporate action)
         as nearly equivalent as possible to the adjustments provided for
         elsewhere in this Section 4.

                                       5
<PAGE>

                  (ii) Notwithstanding anything contained in this Warrant to the
         contrary, a Triggering Event shall not be deemed to have occurred if,
         prior to the consummation thereof, each Person (other than the Issuer)
         which may be required to deliver any securities, cash or property upon
         the exercise of this Warrant as provided herein shall assume, by
         written instrument delivered to, and reasonably satisfactory to, the
         Holder of this Warrant, (A) the obligations of the Issuer under this
         Warrant (and if the Issuer shall survive the consummation of such
         Triggering Event, such assumption shall be in addition to, and shall
         not release the Issuer from, any continuing obligations of the Issuer
         under this Warrant) and (B) the obligation to deliver to such Holder
         such shares of securities, cash or property as, in accordance with the
         foregoing provisions of this subsection (a), such Holder shall be
         entitled to receive, and such Person shall have similarly delivered to
         such Holder a written acknowledgement executed by the President or
         Chief Financial Officer of the Company, stating that this Warrant shall
         thereafter continue in full force and effect and the terms hereof
         (including, without limitation, all of the provisions of this
         subsection (a)) shall be applicable to the securities, cash or property
         which such Person may be required to deliver upon any exercise of this
         Warrant or the exercise of any rights pursuant hereto.

         (b) Adjustments for Issuance of Additional Shares of Common Stock. In
the event the Company, shall, at any time, from time to time, issue or sell any
additional shares of Common Stock or securities convertible into or exchangeable
for shares of Common Stock to a third party for a consideration per share less
than the Conversion Price of the Note then in effect immediately prior to the
time of such issue or sale, then, forthwith upon such issuance or sale, the
Conversion Price then in effect shall be reduced to a price equal to the
consideration per share paid for such securities. Accordingly, the Exercise
Price of the Warrant will be adjusted to reflect the same percentage of
reduction as in the Conversion Price adjustment, subject to customary carve outs
and to any instruments convertible or exercisable for Common Stock and/or the
issuance of Common Stock thereto that were executed prior to the date hereof.

         (c) Stock Dividends, Subdivisions and Combinations. If at any time the
Issuer shall:

                           (i) make or issue or set a record date for the
         holders of its Common Stock for the purpose of entitling them to
         receive a dividend payable in, or other distribution of, shares of
         Common Stock,

                           (ii) effect a stock split of its outstanding shares
         of Common Stock into a larger number of shares of Common Stock, or

                           (iii) combine its outstanding shares of Common Stock
         into a smaller number of shares of Common Stock,

then (1) the number of shares of Common Stock for which this Warrant is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record holder of the same
number of shares of Common Stock for which this Warrant is exercisable
immediately prior to the occurrence of such event would own or be entitled to
receive after the happening of such event, and (2) the Warrant Price then in
effect shall be adjusted to equal (A) the Warrant Price then in effect
multiplied by the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the adjustment divided by (B) the number of
shares of Common Stock for which this Warrant is exercisable immediately after
such adjustment.

                                       6
<PAGE>

Notwithstanding the foregoing, if such record date shall have been fixed and
such dividend is not fully paid or if such distribution is not fully made on the
date fixed therefor, the Warrant Price shall be adjusted pursuant to this
paragraph as of the time of actual payment of such dividends or distributions.

         (d) Certain Other Distributions. If at any time the Issuer shall make
or issue or set a record date for the determination of the holders of its Common
Stock for the purpose of entitling them to receive any dividend or other
distribution of:

                  (i)   cash (other than a cash dividend payable out of earnings
                        or earned surplus legally available for the payment of
                        dividends under the laws of the jurisdiction of
                        incorporation of the Issuer),

                  (ii)  any evidences of its indebtedness, any shares of stock
                        of any class or any other securities or property of any
                        nature whatsoever (other than cash, Common Stock
                        Equivalents or Additional Shares of Common Stock), or

                  (iii) any warrants or other rights to subscribe for or
                        purchase any evidences of its indebtedness, any shares
                        of stock of any class or any other securities or
                        property of any nature whatsoever (other than cash,
                        Common Stock Equivalents or Additional Shares of Common
                        Stock),

then (1) the number of shares of Common Stock for which this Warrant is
exercisable shall be adjusted to equal the product of the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to such
adjustment multiplied by a fraction (A) the numerator of which shall be the Per
Share Market Value of Common Stock at the date of taking such record and (B) the
denominator of which shall be such Per Share Market Value minus the amount
allocable to one share of Common Stock of any such cash so distributable and of
the fair value (as determined in good faith by the Board of Directors of the
Issuer and supported by an opinion from an investment banking firm of recognized
national standing acceptable to (but not affiliated with) the Holder) of any and
all such evidences of indebtedness, shares of stock, other securities or
property or warrants or other subscription or purchase rights so distributable,
and (2) the Warrant Price then in effect shall be adjusted to equal (A) the
Warrant Price then in effect multiplied by the number of shares of Common Stock
for which this Warrant is exercisable immediately prior to the adjustment
divided by (B) the number of shares of Common Stock for which this Warrant is
exercisable immediately after such adjustment. A reclassification of the Common
Stock (other than a change in par value, or from par value to no par value or
from no par value to par value) into shares of Common Stock and shares of any
other class of stock shall be deemed a distribution by the Issuer to the holders
of its Common Stock of such shares of such other class of stock within the
meaning of this Section 4(c) and, if the outstanding shares of Common Stock
shall be changed into a larger or smaller number of shares of Common Stock as a
part of such reclassification, such change shall be deemed a subdivision or
combination, as the case may be, of the outstanding shares of Common Stock
within the meaning of Section 4(b).

                                       7
<PAGE>

Notwithstanding the foregoing, if such record date shall have been fixed and
such dividend is not fully paid or if such distribution is not fully made on the
date fixed therefor, the Warrant Price shall be adjusted pursuant to this
Section 4(d) as of the time of actual payment of such dividends or
distributions.

         (e) Purchase of Common Stock by the Issuer. If the Issuer at any time
while this Warrant is outstanding shall, directly or indirectly through a
Subsidiary or otherwise, purchase, redeem or otherwise acquire any shares of
Common Stock at a price per share greater than the Per Share Market Value, then
the Warrant Price upon each such purchase, redemption or acquisition shall be
adjusted to that price determined by multiplying such Warrant Price by a
fraction (i) the numerator of which shall be the number of shares of Outstanding
Common Stock immediately prior to such purchase, redemption or acquisition minus
the number of shares of Common Stock which the aggregate consideration for the
total number of such shares of Common Stock so purchased, redeemed or acquired
would purchase at the Per Share Market Value; and (ii) the denominator of which
shall be the number of shares of Outstanding Common Stock immediately after such
purchase, redemption or acquisition. For the purposes of this subsection, the
date as of which the Per Share Market Price shall be computed shall be the
earlier of (x) the date on which the Issuer shall enter into a firm contract for
the purchase, redemption or acquisition of such Common Stock, or (y) the date of
actual purchase, redemption or acquisition of such Common Stock. For the
purposes of this subsection, a purchase, redemption or acquisition of a Common
Stock Equivalent shall be deemed to be a purchase of the underlying Common
Stock, and the computation herein required shall be made on the basis of the
full exercise, conversion or exchange of such Common Stock Equivalent on the
date as of which such computation is required hereby to be made, whether or not
such Common Stock Equivalent is actually exercisable, convertible or
exchangeable on such date.

         (f) Other Provisions applicable to Adjustments under this Section. The
following provisions shall be applicable to the making of adjustments of the
number of shares of Common Stock for which this Warrant is exercisable and the
Warrant Price then in effect provided for in this Section 4:

                  (i) Fractional Interests. In computing adjustments under this
Section 4, fractional interests in Common Stock shall be taken into account to
the nearest one one-hundredth (1/100th) of a share.

                  (ii) When Adjustment Not Required. If the Issuer shall take a
record of the holders of its Common Stock for the purpose of entitling them to
receive a dividend or distribution or subscription or purchase rights and shall,
thereafter and before the distribution to stockholders thereof, legally abandon
its plan to pay or deliver such dividend, distribution, subscription or purchase
rights, then thereafter no adjustment shall be required by reason of the taking
of such record and any such adjustment previously made in respect thereof shall
be rescinded and annulled.

                                       8
<PAGE>

         (g) Form of Warrant after Adjustments. The form of this Warrant need
not be changed because of any adjustments in the Warrant Price or the number and
kind of Securities purchasable upon the exercise of this Warrant.

         (h) Escrow of Warrant Stock. If after any property becomes
distributable pursuant to this Section 4 by reason of the taking of any record
of the holders of Common Stock, but prior to the occurrence of the event for
which such record is taken, and the Holder exercises this Warrant, any shares of
Common Stock issuable upon exercise by reason of such adjustment shall be deemed
the last shares of Common Stock for which this Warrant is exercised
(notwithstanding any other provision to the contrary herein) and such shares or
other property shall be held in escrow for the Holder by the Issuer to be issued
to the Holder upon and to the extent that the event actually takes place, upon
payment of the current Warrant Price. Notwithstanding any other provision to the
contrary herein, if the event for which such record was taken fails to occur or
is rescinded, then such escrowed shares shall be cancelled by the Issuer and
escrowed property returned.

         5. Notice of Adjustments. Whenever the Warrant Price or Warrant Share
Number shall be adjusted pursuant to Section 4 hereof (for purposes of this
Section 5, each an "adjustment"), the Issuer shall cause its Chief Financial
Officer to prepare and execute a certificate setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated (including a description of the
basis on which the Board made any determination hereunder), and the Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall
cause copies of such certificate to be delivered to the Holder of this Warrant
promptly after each adjustment. Any dispute between the Issuer and the Holder of
this Warrant with respect to the matters set forth in such certificate may at
the option of the Holder of this Warrant be submitted to one of the national
accounting firms currently known as the "big four" selected by the Holder,
provided that the Issuer shall have ten (10) days after receipt of notice from
such Holder of its selection of such firm to object thereto, in which case such
Holder shall select another such firm and the Issuer shall have no such right of
objection. The firm selected by the Holder of this Warrant as provided in the
preceding sentence shall be instructed to deliver a written opinion as to such
matters to the Issuer and such Holder within thirty (30) days after submission
to it of such dispute. Such opinion shall be final and binding on the parties
hereto.

         6. Fractional Shares. No fractional shares of Warrant Stock will be
issued in connection with any exercise hereof, but in lieu of such fractional
shares, the Issuer shall make a cash payment therefor equal in amount to the
product of the applicable fraction multiplied by the Per Share Market Value then
in effect.

                                       9
<PAGE>

         7. Ownership Cap and Certain Exercise Restrictions.

                  (a) Notwithstanding anything to the contrary set forth in this
Warrant, at no time may a Holder of this Warrant exercise this Warrant if the
number of shares of Common Stock to be issued pursuant to such exercise would
exceed, when aggregated with all other shares of Common Stock owned by such
Holder at such time, the number of shares of Common Stock which would result in
such Holder owning more than 4.999% of all of the Common Stock outstanding at
such time; provided, however, that upon a holder of this Warrant providing the
Issuer with sixty-one (61) days notice (pursuant to Section 13 hereof) (the
"Waiver Notice") that such Holder would like to waive this Section 7(a) with
regard to any or all shares of Common Stock issuable upon exercise of this
Warrant, this Section 7(a) will be of no force or effect with regard to all or a
portion of the Warrant referenced in the Waiver Notice; provided, further, that
this provision shall be of no further force or effect during the sixty-one (61)
days immediately preceding the expiration of the term of this Warrant.

                  (b) The Holder may not exercise the Warrant hereunder to the
extent such exercise would result in the Holder beneficially owning (as
determined in accordance with Section 13(d) of the Exchange Act and the rules
thereunder) in excess of 9.999% of the then issued and outstanding shares of
Common Stock, including shares issuable upon exercise of the Warrant held by the
Holder after application of this Section; provided, however, that upon a holder
of this Warrant providing the Company with a Waiver Notice that such holder
would like to waive this Section 7(b) with regard to any or all shares of Common
Stock issuable upon exercise of this Warrant, this Section 7(b) shall be of no
force or effect with regard to those shares of Warrant Stock referenced in the
Waiver Notice; provided, further, that this provision shall be of no further
force or effect during the sixty-one (61) days immediately preceding the
expiration of the term of this Warrant.

         8. Registration Rights. The Holder shall have only one right to demand
registration pursuant to this Section 8. The shares of Common Stock issuable
upon exercise of this Warrant shall have standard "piggyback" registration
rights. In addition, at Company's earliest opportunity, and in any event not
more than one hundred twenty (120) days after the date hereof, the Company shall
file a Registration Statement on Form SB-2 (or an alternative available form)
covering the underlying equity position of the Holder, and the Company will keep
said Registration Statement effective for a period of three years, subject to
customary carve-outs.

         9. Definitions. For the purposes of this Warrant, the following terms
have the following meanings:

                  "Articles of Incorporation" means the Articles of
         Incorporation of the Issuer as in effect on the Original Issue Date,
         and as hereafter from time to time amended, modified, supplemented or
         restated in accordance with the terms hereof and thereof and pursuant
         to applicable law.

                  "Board" shall mean the Board of Directors of the Issuer.

                  "Capital Stock" means and includes (i) any and all shares,
         interests, participations or other equivalents of or interests in
         (however designated) corporate stock, including, without limitation,
         shares of preferred or preference stock, (ii) all partnership interests
         (whether general or limited) in any Person which is a partnership,
         (iii) all membership interests or limited liability company interests
         in any limited liability company, and (iv) all equity or ownership
         interests in any Person of any other type.

                                       10
<PAGE>

                  "Common Stock" means the Common Stock, par value $.0005 per
         share, of the Issuer and any other Capital Stock into which such stock
         may hereafter be changed.

                  "Convertible Securities" means evidences of Indebtedness,
         shares of Capital Stock or other Securities which are or may be at any
         time convertible into or exchangeable for Additional Shares of Common
         Stock. The term "Convertible Security" means one of the Convertible
         Securities.

                  "Governmental Authority" means any governmental, regulatory or
         self-regulatory entity, department, body, official, authority,
         commission, board, agency or instrumentality, whether federal, state or
         local, and whether domestic or foreign.

                  "Holders" mean the Persons who shall from time to time own any
         Warrant. The term "Holder" means one of the Holders.

                  "Independent Appraiser" means a nationally recognized or major
         regional investment banking firm or firm of independent certified
         public accountants of recognized standing (which may be the firm that
         regularly examines the financial statements of the Issuer) that is
         regularly engaged in the business of appraising the Capital Stock or
         assets of corporations or other entities as going concerns, and which
         is not affiliated with either the Issuer or the Holder of any Warrant.

                  "Issuer" means Medical Media Television, Inc., a Florida
         corporation, and its successors.

                  "Majority Holders" means at any time the Holders of Warrants
         exercisable for a majority of the shares of Warrant Stock issuable
         under the Warrants at the time outstanding.

                  "Original Issue Date" means February 15, 2006.

                  "OTC Bulletin Board" means the over-the-counter electronic
         bulletin board.

                  "Other Common" means any other Capital Stock of the Issuer of
         any class which shall be authorized at any time after the date of this
         Warrant (other than Common Stock) and which shall have the right to
         participate in the distribution of earnings and assets of the Issuer
         without limitation as to amount.

                  "Outstanding Common Stock" means, at any given time, the
         aggregate amount of outstanding shares of Common Stock, assuming full
         exercise, conversion or exchange (as applicable) of all options,
         warrants and other Securities which are convertible into or exercisable
         or exchangeable for, and any right to subscribe for, shares of Common
         Stock that are outstanding at such time.

                  "Person" means an individual, corporation, limited liability
         company, partnership, joint stock company, trust, unincorporated
         organization, joint venture, Governmental Authority or other entity of
         whatever nature.

                                       11
<PAGE>

                  "Per Share Market Value" means on any particular date (a) the
         closing bid price for a share of Common Stock in the over-the-counter
         market, as reported by the OTC Bulletin Board or in the National
         Quotation Bureau Incorporated or similar organization or agency
         succeeding to its functions of reporting prices) at the close of
         business on such date, or (b) if the Common Stock is not then reported
         by the OTC Bulletin Board or the National Quotation Bureau Incorporated
         (or similar organization or agency succeeding to its functions of
         reporting prices), then the average of the "Pink Sheet" quotes for the
         relevant conversion period, as determined in good faith by the holder,
         or (c) if the Common Stock is not then publicly traded the fair market
         value of a share of Common Stock as determined by the Board in good
         faith; provided, however, that the Majority Holders, after receipt of
         the determination by the Board, shall have the right to select, jointly
         with the Issuer, an Independent Appraiser, in which case, the fair
         market value shall be the determination by such Independent Appraiser;
         and provided, further that all determinations of the Per Share Market
         Value shall be appropriately adjusted for any stock dividends, stock
         splits or other similar transactions during such period. The
         determination of fair market value shall be based upon the fair market
         value of the Issuer determined on a going concern basis as between a
         willing buyer and a willing seller and taking into account all relevant
         factors determinative of value, and shall be final and binding on all
         parties. In determining the fair market value of any shares of Common
         Stock, no consideration shall be given to any restrictions on transfer
         of the Common Stock imposed by agreement or by federal or state
         securities laws, or to the existence or absence of, or any limitations
         on, voting rights.

                  "Securities" means any debt or equity securities of the
         Issuer, whether now or hereafter authorized, any instrument convertible
         into or exchangeable for Securities or a Security, and any option,
         warrant or other right to purchase or acquire any Security. "Security"
         means one of the Securities.

                  "Securities Act" means the Securities Act of 1933, as amended,
         or any similar federal statute then in effect.

                  "Subsidiary" means any corporation at least 50% of whose
         outstanding Voting Stock shall at the time be owned directly or
         indirectly by the Issuer or by one or more of its Subsidiaries, or by
         the Issuer and one or more of its Subsidiaries.

                  "Term" has the meaning specified in Section 1 hereof.

                  "Trading Day" means (a) a day on which the Common Stock is
         traded on the OTC Bulletin Board, or (b) if the Common Stock is not
         traded on the OTC Bulletin Board, a day on which the Common Stock is
         quoted in the over-the-counter market as reported by the National
         Quotation Bureau Incorporated (or any similar organization or agency
         succeeding its functions of reporting prices); provided, however, that
         in the event that the Common Stock is not listed or quoted as set forth
         in (a) or (b) hereof, then Trading Day shall mean any day except
         Saturday, Sunday and any day which shall be a legal holiday or a day on
         which banking institutions in the State of New York are authorized or
         required by law or other government action to close.

                                       12
<PAGE>

                  "Voting Stock" means, as applied to the Capital Stock of any
         corporation, Capital Stock of any class or classes (however designated)
         having ordinary voting power for the election of a majority of the
         members of the Board of Directors (or other governing body) of such
         corporation, other than Capital Stock having such power only by reason
         of the happening of a contingency.

                  "Warrants" means this Warrant, and any other warrants of like
         tenor issued in substitution or exchange for any thereof pursuant to
         the provisions of Section 2(c), 2(d) or 2(e) hereof or of any of such
         other Warrants.

                  "Warrant Price" initially means U.S. $.75, as such Warrant
         Price may be adjusted from time to time as shall result from the
         adjustments specified in this Warrant, including Section 4 hereto.

                  "Warrant Share Number" means at any time the aggregate number
         of shares of Warrant Stock which may at such time be purchased upon
         exercise of this Warrant, after giving effect to all prior adjustments
         and increases to such number made or required to be made under the
         terms hereof.

                  "Warrant Stock" means Common Stock issuable upon exercise of
         any Warrant or Warrants or otherwise issuable pursuant to any Warrant
         or Warrants.

         10.      Other Notices. In case at any time:

                        (A)   the Issuer shall make any distributions to the
                              holders of Common Stock; or

                        (B)   the Issuer shall authorize the granting to all
                              holders of its Common Stock of rights to subscribe
                              for or purchase any shares of Capital Stock of any
                              class or other rights; or

                        (C)   there shall be any reclassification of the Capital
                              Stock of the Issuer; or

                        (D)   there shall be any capital reorganization by the
                              Issuer; or

                        (E)   there shall be any (i) consolidation or merger
                              involving the Issuer or (ii) sale, transfer or
                              other disposition of all or substantially all of
                              the Issuer's property, assets or business (except
                              a merger or other reorganization in which the
                              Issuer shall be the surviving corporation and its
                              shares of Capital Stock shall continue to be
                              outstanding and unchanged and except a
                              consolidation, merger, sale, transfer or other
                              disposition involving a wholly-owned Subsidiary);
                              or

                        (F)   there shall be a voluntary or involuntary
                              dissolution, liquidation or winding-up of the
                              Issuer or any partial liquidation of the Issuer or
                              distribution to holders of Common Stock;

                                       13
<PAGE>

then, in each of such cases, the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer shall close or a record shall
be taken for such dividend, distribution or subscription rights or (ii) such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be, shall take place.
Such notice also shall specify the date as of which the holders of Common Stock
of record shall participate in such dividend, distribution or subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, disposition, dissolution, liquidation
or winding-up, as the case may be. Such notice shall be given at least twenty
(20) days prior to the record date or effective date for the event specified in
such notice.

         11. Amendment and Waiver. Any term, covenant, agreement or condition in
this Warrant may be amended, or compliance therewith may be waived (either
generally or in a particular instance and either retroactively or
prospectively), by a written instrument or written instruments executed by the
Issuer and the Majority Holders; provided, however, that no such amendment or
waiver shall reduce the Warrant Share Number, increase the Warrant Price,
shorten the period during which this Warrant may be exercised or modify any
provision of this Section 11 without the consent of the Holder of this Warrant.

         12. Governing Law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA, WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAW.

         13. Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earlier of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified for notice prior to 5:00 p.m., eastern time, on a
Trading Day, (ii) the Trading Day after the date of transmission, if such notice
or communication is delivered via facsimile at the facsimile telephone number
specified for notice later than 5:00 p.m., eastern time, on any date and earlier
than 11:59 p.m., eastern time, on such date, (iii) the Trading Day following the
date of mailing, if sent by overnight delivery by nationally recognized
overnight courier service or (iv) actual receipt by the party to whom such
notice is required to be given. The addresses for such communications shall be
with respect to the Holder of this Warrant or of Warrant Stock issued pursuant
hereto, addressed to such Holder at its last known address or facsimile number
appearing on the books of the Issuer maintained for such purposes, or with
respect to the Issuer, addressed to:


                                       14

<PAGE>



                      Medical Media Television, Inc.
                      8406 Benjamin Road, Suite C
                      Tampa, Florida 33634
                      Attention: Philip M. Cohen, President and CEO
                      Tel. No.: (813) 888-7330
                      Fax No.:  (813) 888-7375

Copies of notices to the Issuer shall be sent to Bush Ross Gardner Warren &
Rudy, P.A., Attn: John N. Giordano, 220 S. Franklin Street, Tampa, FL 33601, Tel
No. (813) 224-9255, Fax. No. (813) 224-9230. Copies of notices to the Holder
shall be sent to CapitalSmart, LLC, Attn: William Quiros, 1112 League Line Rd,
Conroe, TX 77303; Tel No. (818) 284-0496, Fax No. (708) 575-7985. Any party
hereto may from time to time change its address for notices by giving at least
ten (10) days written notice of such changed address to the other party hereto.

         14. Warrant Agent. The Issuer may, by written notice to each Holder of
this Warrant, appoint an agent having an office in Tampa, Florida for the
purpose of issuing shares of Warrant Stock on the exercise of this Warrant
pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant pursuant
to subsection (d) of Section 2 hereof or replacing this Warrant pursuant to
subsection (d) of Section 3 hereof, or any of the foregoing, and thereafter any
such issuance, exchange or replacement, as the case may be, shall be made at
such office by such agent.

         15. Remedies. The Issuer stipulates that the remedies at law of the
Holder of this Warrant in the event of any default or threatened default by the
Issuer in the performance of or compliance with any of the terms of this Warrant
are not and will not be adequate and that, to the fullest extent permitted by
law, such terms may be specifically enforced by a decree for the specific
performance of any agreement contained herein or by an injunction against a
violation of any of the terms hereof or otherwise.

         16. Successors and Assigns. This Warrant and the rights evidenced
hereby shall inure to the benefit of and be binding upon the successors and
assigns of the Issuer, the Holder hereof and (to the extent provided herein) the
Holders of Warrant Stock issued pursuant hereto, and shall be enforceable by any
such Holder or Holder of Warrant Stock.

         17. Modification and Severability. If, in any action before any court
or agency legally empowered to enforce any provision contained herein, any
provision hereof is found to be unenforceable, then such provision shall be
deemed modified to the extent necessary to make it enforceable by such court or
agency. If any such provision is not enforceable as set forth in the preceding
sentence, the unenforceability of such provision shall not affect the other
provisions of this Warrant, but this Warrant shall be construed as if such
unenforceable provision had never been contained herein.

         18. Headings. The headings of the Sections of this Warrant are for
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.

                                       15
<PAGE>

         IN WITNESS WHEREOF, the Issuer has executed this Warrant as of the day
and year first above written.


                                 MEDICAL MEDIA TELEVISION, INC.



                                 By: /s/ Philip M. Cohen
                                     -------------------------------------------
                                          Philip M. Cohen
                                          President and Chief Executive Officer


                                       16
<PAGE>
                                  EXERCISE FORM

                         MEDICAL MEDIA TELEVISION, INC.

The undersigned _______________, pursuant to the provisions of the within
Warrant, hereby elects to purchase _____ shares of Common Stock of Medical Media
Television, Inc. covered by the within Warrant.

Dated: _________________                    Signature
                                                     ---------------------------

                                            Address
                                                     ---------------------------


Number of shares of Common Stock beneficially owned or deemed beneficially owned
by the Holder on the date of Exercise: _________________________


                                   ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.


Dated: _________________                    Signature
                                                     ---------------------------

                                            Address
                                                     ---------------------------

                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the right to purchase _________ shares of Warrant Stock
evidenced by the within Warrant together with all rights therein, and does
irrevocably constitute and appoint ___________________, attorney, to transfer
that part of the said Warrant on the books of the within named corporation.

Dated: _________________                    Signature
                                                     ---------------------------

                                            Address
                                                     ---------------------------

                           FOR USE BY THE ISSUER ONLY:

This Warrant No. W-___ canceled (or transferred or exchanged) this _____ day of
___________, _____, shares of Common Stock issued therefor in the name of
_______________, Warrant No. W-_____ issued for ____ shares of Common Stock in
the name of _______________.